Subscription
Agreement


 


This
Subscription Agreement (this “Agreement”) is made and entered into as of July 18, 2018 by and between
Greenpro Capital Corp., a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”).
The Purchaser, together with the Company shall be referred to as the “Parties”.


 


WHEREAS,
the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company 906,666
shares of common stock, par value $.0001 per share of the Company (“Common Stock”) pursuant to an exemption from registration
under Regulation S under the Securities Act of 1933, as amended (the “1933 Act”) or other applicable exemptions on
the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


	1.	Securities
    Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company
    906,666 shares of Common Stock of the Company (the “Shares” or the “Securities”)
    for a total purchase price of $6,800,000 (the “Purchase Price”) representing at a price of approximately $7.50
    per share pursuant to an exemption from registration provided by Regulation S promulgated under the 1933 Act or other
    applicable exemption. 
	 	 
	2.	Closing.
    At the closing, the Company will deliver to the Purchaser the Shares and the Purchase Price shall be paid by the Purchaser
    via wire transfer of immediately available funds to an account designated by the Company. The closing shall be held on such
    date as the parties may agree upon (the “Closing” and the “Closing Date”) at July 18,
    2018, or at such other location or by such other means upon which the parties may agree; provided, that all of the conditions
    set forth in Section 2 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. 
	 	 
	3.	Representations,
    Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser, as of the date hereof,
    as follows:


 


	 	(a)	Organization
    and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the
    State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, lease
    and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing
    in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification.
	 	 	 
	 	(b)	Authorization
    and Power. The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated
    hereby have been duly authorized by the Board of Directors of the Company. The Agreement has been (or upon delivery will be)
    duly executed by the Company is or, when delivered in accordance with the terms hereof, will constitute, assuming due authorization,
    execution and delivery by each of the parties thereto, the valid and binding obligation of the Company enforceable against
    the Company in accordance with its terms.


 




    	 	 	 



    	 



    

 





	 	(c)	No
    Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
    hereby do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational
    documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default
    under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or
    (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation,
    conflict or breach would not have a Material Adverse Effect on the Company. This Agreement when executed by the Company will
    be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited
    by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’
    rights generally).
	 	 	 
	 	(d)	Authorization.
    Issuance of the Shares to Purchasers has been duly authorized by all necessary corporate actions of the Company.
	 	 	 
	 	(e)	Issuances.
    The Shares to be issued hereunder will be validly issued, fully paid and nonassessable. 
	 	 	 
	 	(f)	Litigation
    and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the
    Company, threatened against the Company at law or in equity before or by any court or Federal, state, municipal or their governmental
    department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect
    the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against
    it which would have a material adverse effect on the Company.
	 	 	 
	 	(g)	Use
    of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of placement expenses, will be used
    by the Company for working capital and other general corporate purposes. 
	 	 	 
	 	(h)	Consents/Approvals.
    No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant
    to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations
    or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s
    execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely
    manner following the Closing. 
	 	 	 
	 	(i)	No
    Commissions. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees
    or commissions in connection with the transaction contemplated hereby. 


 




    	 	 	 



    	 



    

 





	 	(j)	Disclosure.
    No representation or warranty by the Company in this Agreement, nor in any certificate, schedule or exhibit delivered
    or to be delivered pursuant to this Agreement: contains or will contain any untrue statement of material fact or omits or
    will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge
    of the Company and its subsidiaries at the time of the execution of this Agreement, there is no information concerning the
    Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Purchasers that
    would have a Material Adverse Effect.
	 	 	 
	 	(k)	Compliance
    with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply
    with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.


 


	4.	Purchaser
    Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents and warrants as follows: 


 


	 	(a)	Organization;
    Authority. Such Purchaser is: (i) an individual that has full power and authority to execute and deliver this Agreement
    and perform his/her obligations hereunder; or (ii) an entity duly organized, validly existing and in good standing under the
    laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into
    and to consummate this Agreement. The execution, delivery and performance by such Purchaser of this Agreement has been duly
    authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company
    or other applicable like action, on the part of such Purchaser. This Agreement has been duly executed by such Purchaser, and
    when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
    of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable
    bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement
    of, creditors’ rights and remedies or by other equitable principles of general application.
	 	 	 
	 	(b)	Investment
    Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment purposes only and not with
    a view to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to such Purchaser’s
    right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and
    state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation
    or warranty by such Purchaser to hold the Shares for any period of time. Such Purchaser is acquiring the Shares hereunder
    in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly,
    with any person to distribute any of the Shares.


 




    	 	 	 



    	 



    

 


	 	(c)	Additional
    Representations, Warranties and Covenants of Non-United States Persons. 


 


	 	i.	The
    Purchaser understands that the investment offered hereunder has not been registered under the 1933 Act and the Purchaser understands
    that such Purchaser is purchasing the Shares without being furnished any offering literature or prospectus. The Purchaser
    is acquiring the Shares for the Purchaser’s own account, for investment purposes only, and not with a view towards resale
    or distribution.
	 	 	 
	 	ii.	At
    the time the Purchaser was offered the Shares, it was not, and at the date hereof, such Purchaser is not a “U.S.
    Person” which is defined below:


 


	 	 	i.	Any
    natural person resident in the United States;
	 	 	 	 
	 	 	ii.	partnership
    or corporation organized or incorporated under the laws of the United States;
	 	 	 	 
	 	 	iii.	Any
    estate of which any executor or administrator is a U.S. person;
	 	 	 	 
	 	 	iv.	Any
    trust of which any trustee is a U.S. person;
	 	 	 	 
	 	 	v.	Any
    agency or branch of a foreign entity located in the United States;
	 	 	 	 
	 	 	vi.	Any
    non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
    or account of a U.S. person;
	 	 	 	 
	 	 	vii.	Any
    discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
    or (if an individual) resident of the United States; and
	 	 	 	 
	 	 	viii.	Any
    partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by
    a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized
    or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the 1933
    Act) who are not natural persons, estates or trusts.
	 	 	 	 
	 	 	ix.	“United
    States” or “U.S.” means the United States of America, its territories and possessions, any State
    of the United States, and the District of Columbia.


 


	 	iii.	The
    Purchaser understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public
    offering of the Shares in any country or jurisdiction where action for that purpose is required. 


 




    	 	 	 



    	 



    

 





	 	iv.	The
    Purchaser (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing
    the Shares for the account or benefit of any U.S. person except in accordance with one or more available exemptions from the
    registration requirements of the 1933 Act or in a transaction not subject thereto.
	 	 	 
	 	v.	The
    Purchaser will not resell the Shares except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary
    Notes thereto), pursuant to a registration under the 1933 Act, or pursuant to an available exemption from registration; and
    agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act.
	 	 	 
	 	vi.	The
    Purchaser will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution
    compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless
    in compliance with the 1933 Act; and as applicable, shall include statements to the effect that the securities have not been
    registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (other than distributors)
    unless the securities are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act
    is available.
	 	 	 
	 	vii.	No
    form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the 1933 Act), general solicitation
    or general advertising in violation of the 1933 Act has been or will be used nor will any offers by means of any directed
    selling efforts in the United States be made by the Purchaser or any of their representatives in connection with the offer
    and sale of the Shares.


 


	 	(d)	General
    Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication
    regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented
    at any seminar or any other general solicitation or general advertisement.
	 	 	 
	 	(e)	Access
    to Information. Such Purchaser acknowledges that it has reviewed any available disclosure materials, including the Form
    10-Q filed by the Company with the Securities and Exchange Commission on September 15, 2014, and has been afforded (i) the
    opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company
    concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii)
    access to information about the Company and the Subsidiaries and their respective financial condition, results of operations,
    business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
    to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
    is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other
    investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect
    such Purchaser’s right to rely on the truth, accuracy and completeness of any disclosure materials and the Company’s
    representations and warranties contained in this Agreement.


 




    	 	 	 



    	 



    

 


	 	(f)	Independent
    Investment Decision. The Purchaser acknowledges that the Shares have not been recommended by any federal or state securities
    commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company
    and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed
    the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.


 


	5.	Miscellaneous



 


	(a)	Confidentiality.
    The Purchaser covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or
    proprietary information that such Purchaser may obtain from the Company pursuant to financial statements, reports, and other
    materials submitted by the Company to such Purchaser in connection with this offering or as a result of discussions with or
    inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through
    no action by the Purchaser; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants,
    consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long
    as any such professional to whom such information is disclosed is made aware of the Purchaser’s obligations hereunder
    and such professional agrees to be likewise bound as though such professional were a party hereto, (ii) if such information
    becomes generally available to the public through no fault of the Purchaser, or (iii) if such disclosure is required by applicable
    law or judicial order.
	 	 
	(b)	Successors.
    The covenants, representations and warranties contained in this Agreement shall be binding on the Purchaser’s and
    the Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns
    of the Company. The rights and obligations of this Agreement may not be assigned by any party without the prior written consent
    of the other party.
	 	 
	(c)	Counterparts.
    This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which
    together shall constitute one and the same instrument. 
	 	 
	(d)	Execution
    by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including the delivery of documents
    in Adobe PDF format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect
    as execution and delivery of an original manually signed copy hereof.


 




    	 	 	 



    	 



    

 





	(e)	Governing
    Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New
    York applicable to contracts to be wholly performed within such state and without regard to conflicts of laws provisions.
    Any legal action or proceeding arising out of or relating to this Subscription Agreement and/or the Offering Documents may
    be instituted in the courts of the State of New York sitting in New York County or in the United States of America for the
    Southern District of New York, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action
    or proceeding. Purchaser hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise,
    in every suit, action or other proceeding arising out of or based on this Subscription Agreement and/or the Offering Documents
    and brought in any such court, any claim that Purchaser is not subject personally to the jurisdiction of the above named courts,
    that Purchaser’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought
    in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
	 	 
	(f)	Notices.
    All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by
    certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such
    transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight
    delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party
    shall subsequently designate in writing to the other party):


 


	 	(i)	if
    to the Company:
	 	 	 
	 	 	Greenpro
    Capital Corp.
	 	 	Attn:
    Chong Kuang Lee
	 	 	Room
1701 – 03, 17/F., The Metropolis Tower,
	 	 	10
    Metropolis Drive, Hung Hom, 
	 	 	Kowloon,
Hong Kong
	 	 	 
	 	(ii)	if
    to the Purchasers: 
	 	 	 
	 	 	To
    the addresses set forth on the signature pages.


 


	(g)	Entire
    Agreement. This Agreement (including the exhibits attached hereto) and any other documents delivered at the Closing pursuant
    hereto, contain the entire understanding of the parties in respect of its subject matter and supersede all prior agreements
    and understandings between or among the parties with respect to such subject matter. The exhibits constitute a part hereof
    as though set forth in full above.
	 	 
	(h)
    	Amendment;
    Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument
    executed by the Company and the Purchaser. No failure to exercise, and no delay in exercising, any right, power or privilege
    under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege
    hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be
    deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied
    from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder
    or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any
    other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies,
    at law or equity, which they may have against each other.
	 	 
	(i)	Severability.
    If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
    of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties
    will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing,
    shall incorporate such substitute provision in this Agreement.



 

[SIGNATURE
PAGE FOLLOWS]


 




    	 	 	 



    	 



    

 





IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	COMPANY:	Greenpro Capital Corp.
	 	 	 
	 	By:	/s/
    Lee     Chong Kuang                         
	 	Name: 	Lee
    Chong Kuang
	 	Title:	Chief
    Executive Officer


 


	PURCHASER:	/s/
    Zhang Lijun
	 	V1
    Group Limited
	 	 
	 	Purchase
    Price: USD6,800,000
	 	Number
of Shares: 906,666
	 	 
	 	Address:
	 	3505
    – 6, 35/F., Edinburgh Tower, 
	 	The
    Landmark, 15 Queen’s Road Central, 
	 	Hong
Kong.
	 	 
	 	Telephone
and Email:
	 	+852
    2869 8966
	 	zhanglijun@v1.cn


 




    	 	 	 



    	 



    






 


THIS
SUPPLEMENTAL AGREEMENT is made on 18 July 2018


 


BETWEEN


 


	(1)	GREENPRO
                                         CAPITAL CORP., a Nevada corporation whose registered office is situated at office
                                         address at Room 1701-03, The Metropolis Tower, 10 Metropolis Drive, Hung Hom, Kowloon,
                                         Hong Kong (the “Company”); and



 


	(2)	V1
                                         GROUP LIMITED, a company incorporated in Bermuda with limited liability whose registered
                                         office is at Canon’s Court, 22 Victoria Street Hamilton HM12, Bermuda with a principal
                                         place of business in Hong Kong at Room 3506, 35th Floor, Edinburgh Tower, The Landmark,
                                         15 Queen’s Road Central, Hong Kong (the “Purchaser”)



 


WHERE


 


	(A)	The
                                         parties to this Supplemental Agreement entered into a subscription agreement dated 18
                                         July 2018 (the “Subscription Agreement”) in respect of the subscription
                                         by the Purchaser of shares of the Common Stock of the Company.



 


	(B)	Pursuant
                                         to Clause 1 of the Subscription Agreement the Company has agreed to issue and sell to
                                         the Purchaser, and the Purchaser has agreed to purchase from the Company, 906,666 shares
                                         of Common Stock of the Company (the “Subscription Shares”) at the
                                         total subscription price of US$6,800,000, representing a subscription price of approximately
                                         US$7.50 per share (the “Purchase Price”).



 


	(C)	Pursuant
                                         to Clause 2 of the Subscription Agreement at the Closing the Purchase Price shall be
                                         paid by the Purchaser via wire transfer of immediately available funds to an account
                                         designated by the Company



 


	(B)	The
                                         parties desire and agree to vary the terms of the Subscription Agreement as set out in
                                         this Supplemental Agreement.



 


IT
IS HEREBY AGREED THAT:


 


	1.	Unless
                                         otherwise defined, capitalised terms used in the Supplemental Agreement shall have the
                                         same meaning as set out in the Subscription Agreement.



 


	2.	The
                                         parties hereby agree that the Purchase Price shall be settled in Reminbi (“RMB”)
                                         instead of United States dollars and the Purchase Price of US$6,800,000 shall be converted
                                         into RMB44,992,880 at the exchange rate of approximately US$1 to RMB6.6166 (“RMB
                                         Settlement Sum”) and paid to the RMB account designated by the Company in Clause
                                         3 below.



 




    	 	 	 



     


    

 


	3.	The
                                         Company hereby designates the following bank account (“Designated Account”)
                                         for the receipt of the RMB Settlement Sum at the Closing:



 


Bank
Name: 中国银行深圳中心区支行


Account
Name: 绿专企业管理咨询(深圳)有限公司


Account
Number: 761468891043


 


	4.	The
                                         Purchaser shall cause its subsidiary 第一视频(中国)投资有限公司
                                         (V1 (China) Investment Company Limited) to pay the RMB Settlement Sum in full to the
                                         Designated Account in immediately available funds at the Closing and upon payment of
                                         which the Purchaser shall be discharged and released of its obligations to pay the Purchase
                                         Price under the Subscription Agreement.



 


	5.	This
                                         Supplemental Agreement is supplementary to and shall be read in conjunction with the
                                         Subscription Agreement. Save as set out in this Supplemental Agreement, the terms and
                                         conditions of the Subscription Agreement shall remain unchanged and in full force and
                                         effect.



 


	6.	This
                                         Supplemental Agreement may be signed in any number of counterparts all of which, when
                                         taken together, will constitute one and the same instrument. A party may enter into this
                                         Supplemental Agreement by executing any counterpart.



 


	7.	This
                                         Supplemental Agreement shall be governed by and construed in accordance with the laws
                                         of the State of New York applicable to contracts to be wholly performed within such state
                                         and without regard to conflicts of laws provisions. Any legal action or proceeding arising
                                         out of or relating to this Supplemental Agreement may be instituted in the courts of
                                         the State of New York sitting in New York County or in the United States of America for
                                         the Southern District of New York, and the parties hereto irrevocably submit to the jurisdiction
                                         of each such court in any action or proceeding.



 


(Intentionally
left blank below)


 




    	 	 	 



     


    

 


IN
WITNESS whereof this Supplemental Agreement has been duly executed on the date first above written.


 


	SIGNED
    by	)	 
	duly
    authorised for and on behalf of	)	/s/
    Lee Chong Kuang
	GREENPRO
    CAPITAL CORP.	)	 
	in
    the presence of:	)	 


 


	SIGNED
    by	)	 
	duly
    authorised for and on behalf of	)	/s/
    Zhang Lijun
	V1
    GROUP LIMITED	)	 
	in
    the presence of:	)